Page 43 of 75 Pages
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT") OR THE SECURITIES
--------------
LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY HAVE
BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED
OR OTHERWISE DISPOSED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OR AN OPINION, IF REQUESTED, OF COUNSEL
SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE
SECURITIES ACT.
COMMON STOCK PURCHASE WARRANT CERTIFICATE
Dated: August 21, 2000
to Purchase 6,800,000 Shares of Common Stock of
CONTINENTAL CHOICE CARE, INC.
CONTINENTAL CHOICE CARE, INC., a New Jersey corporation (the
"Company"), hereby certifies that LAZAR & COMPANY I.G., LLC and its Permitted
---------
Assigns (as defined herein) (collectively, the "Holder"), for value received, is
------
entitled to purchase from the Company at any time commencing on the date hereof
and terminating on the Expiration Date (as defined herein) up to 6,800,000
shares (each a "Share" and collectively the "Shares") of the Company's common
----- ------
stock, no par value per share (the "Common Stock"), at an exercise price of
-------------
$3.00 per Share (the "Exercise Price"). The number of Shares purchasable
---------------
hereunder and the Exercise Price are subject to adjustment as provided in
Section 5 hereof.
1. Exercise of Warrants.
--------------------
(a) Portions. The rights to purchase the Shares
--------
shall vest in five portions (each a "Portion"), the "First Portion" being
------- --------------
850,000 Shares; the "Second Portion" being 850,000 Shares; the "Third Portion"
-------------- -------------
being 1,700,000 Shares; the "Fourth Portion" being 1,700,000 Shares; and the
--------------
"Fifth Portion" being 1,700,000 Shares.
-------------
(b) Targets.
-------
(i) The First Portion shall be exercisable upon
the Market Capitalization (as defined
herein) being equal to or greater than
$63,750,000 (the "First Target");
------------
(ii) The Second Portion shall be exercisable upon
the Market Capitalization being equal to or
greater than $143,750,000 (the "Second
------
Target");
------
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Page 44 of 75 Pages
(iii) The Third Portion shall be exercisable upon
the Market Capitalization being equal to or
greater than $243,750,000 (the "Third
-----
Target");
------
(iv) The Fourth Portion shall be exercisable
upon the Market Capitalization being equal
to or greater than $343,750,000 (the "Fourth
------
Target");
------
(v) The Fifth Portion shall be exercisable upon
the Market Capitalization being equal to or
greater than $443,750,000 (the "Fifth
-----
Target");
------
the First Target, Second Target, Third Target, Fourth
Target and Fifth Target, each a "Target").
------
(c) Market Capitalization. "Market Capitalization"
----------------------- -----------------------
shall mean the lowest Daily Market Value for a Trading Day (as such terms are
defined herein) during any period of twenty consecutive Trading Days. "Daily
-----
Market Value" shall be computed by multiplying (i) the number of shares of the
------------
Company's then outstanding Common Stock, plus the number of then unexercised
Warrant Shares, plus the number of shares then reserved for issuance pursuant to
the Company's Incentive Plan, plus the number of shares then reserved for
issuance pursuant to the Key Employee Warrants (as such undefined terms are
defined in the Purchase Agreement by and between the Company and the Holder
dated June 7, 2000), by (ii) (A) if the Common Stock is registered under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the price at
-------------
which the Common Stock was last sold on such Trading Day in the principal
securities exchange or other securities market on which the Common Stock is
being traded (or the equivalent in an over-the-counter market), or if no sale
occurred on such Trading Day, the average of the last bid and asked prices of
such Common Stock, in the principal securities exchange or other securities
market on which the Common Stock is being traded (or the equivalent in an
over-the-counter market), or (B) if the Common Stock is not registered under the
Exchange Act, the value of the Common Stock as determined by an independent
financial expert mutually agreed upon by the Company and the Holder and, in the
event the Company and the Holder fail to so mutually agree within 30 days after
the Holder requests that a determination of Market Capitalization hereunder be
made, the parties shall submit the selection of the independent financial expert
to the American Arbitration Association for arbitration in New Jersey.
(d) Procedure. Upon presentation and surrender of this
---------
Common Stock Purchase Warrant Certificate ("Warrant Certificate"), or Lost
--------------------
Certificate Affidavit (as defined herein), accompanied by a completed Election
to Purchase in the form attached hereto as Exhibit A (the "Election to
------------
Purchase") duly executed, to the Company in accordance with Section 10, together
--------
with a check payable to the Company in the amount of the Exercise Price
multiplied by the number of Shares being purchased, the Company or the Company's
Transfer Agent, as the case may be, shall, within two business days of receipt
of the foregoing, deliver to the Holder hereof, certificates of fully paid and
non-assessable Common Stock which in the aggregate represent the number of
Shares being purchased; provided, however, that the Holder may elect to utilize
-------- -------
the cashless exercise provisions set forth in Section 1(e) in lieu of tendering
all or part of the Exercise Price in cash. The certificates so delivered shall
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Page 45 of 75 Pages
be in such denominations as may be reasonably requested by the Holder and shall
be registered in the name of the Holder or such other name as shall be
designated by the Holder. All or less than all of the Warrants represented by
this Warrant Certificate or that may be exercised with respect to a specific
Target may be exercised and, in case of the exercise of less than all, the
Company, upon surrender hereof, will at the Company's expense deliver to the
Holder a new Warrant Certificate or Certificates (in such denominations as may
be requested by the Holder) of like tenor and dated the date hereof entitling
the Holder to purchase the number of Shares represented by this Warrant
Certificate which have not been exercised and to receive all other rights with
respect to the Shares which the Holder has on the date hereof.
(e) Cashless Exercise. Notwithstanding the foregoing
-------------------
provision regarding payment of the Exercise Price in cash, in lieu of tendering
all or part of the Exercise Price in cash the Holder may:
(i) elect to pay all or part of the Exercise Price
by delivery of shares of Common Stock held by the Holder for at least six
months, in which case (A) the number of shares of Common Stock to be delivered
shall be determined by dividing the aggregate of the Exercise Price for the
number of Shares with respect to which the Holder elects to pay all or part of
the Exercise Price by delivery of shares of Common Stock, by the Market Value
(as defined herein) of one share of Common Stock, (B) such shares of Common
Stock so delivered shall be free and clear of all liens and encumbrances, and
(C) certificates for such shares of Common Stock shall be delivered to the
Company duly endorsed in blank for transfer; and/or
(ii) elect to pay all or part of the Exercise Price
by delivery of a promissory note to the Company in the principal amount of the
aggregate of the Exercise Price for the number of Shares with respect to which
the Holder elects to pay all or part of the Exercise Price by delivery of a
promissory note; provided, the Company may not accept any such promissory note
--------
as payment if the Board of Directors of the Company determines in good faith
that receipt of any such promissory note as payment would, as a result of the
application thereto of generally accepted accounting principles, have a material
adverse effect on the Company. Each promissory note delivered to the Company
pursuant to this Section (1)(e) shall be a three-year, full-recourse note, and
shall bear interest at a rate of 7% (compounded annually, computed on the basis
of a year of 360 days counting the actual number of days elapsed).
As used in this Section (1)(e), "Market Value" refers to the Current Market
-------------
Value of the Common Stock on the day before the Election to Purchase and this
Warrant Certificate are duly surrendered to the Company for a full or partial
exercise hereof.
2. Expiration. This Warrant shall expire on August 20, 2003,
----------
provided, at the election of the Holder and upon payment by the Holder to the
--------
Company of $1,000,000 on or before such date, the expiration date shall be
extended until August 20, 2004; and if so extended, at the election of the
Holder and upon payment by the Holder to the Company of an additional $1,000,000
on or before such extended date, the extended date shall be further extended
until August 20, 2005 (such date or such extended dates being the "Expiration
Date").
3
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Page 46 of 75 Pages
3. Exchange, Transfer and Replacement.
----------------------------------
(a) Exchange. At any time prior to the exercise hereof, this
--------
Warrant Certificate may be exchanged upon presentation and surrender to the
Company, alone or with other Warrant Certificates of like tenor of different
denominations registered in the name of the same Holder, for another Warrant
Certificate or Certificates of like tenor in the name of such Holder exercisable
for the aggregate number of Shares as the Warrant Certificate or Certificates
surrendered.
(b) Replacement of Warrant Certificate. Upon receipt of
-------------------------------------
evidence reasonably satisfactory to the Company of the loss, theft, destruction,
or mutilation of this Warrant Certificate and, in the case of any such loss,
theft, or destruction, upon delivery of an indemnity agreement of the Holder
reasonably satisfactory in form and amount to the Company (collectively, a "Lost
----
Certificate Affidavit"), or, in the case of any such mutilation, upon surrender
---------------------
and cancellation of this Warrant Certificate, the Company, at its expense, will
execute and deliver in lieu thereof, a new Warrant Certificate of like tenor.
(c) Cancellation; Payment of Expenses. Upon the surrender of
----------------------------------
this Warrant Certificate in connection with any transfer, exchange or
replacement as provided in this Section 3, this Warrant Certificate shall be
promptly canceled by the Company. The Company shall pay all taxes (other than
securities transfer taxes) and all other expenses (other than legal expenses, if
any, incurred by the Holder or transferees) and charges payable in connection
with the preparation, execution and delivery of the Warrant Certificates
pursuant to this Section 3.
(d) Warrant Register. The Company shall maintain, at its
-----------------
principal executive offices (or at the offices of the transfer agent for the
Warrant Certificate or such other office or agency of the Company as it may
designate by notice to the holder hereof), a register for this Warrant
Certificate (the "Warrant Register"), in which the Company shall record the name
----------------
and address of the person in whose name this Warrant Certificate has been
issued, as well as the name and address of each Permitted Assign and each prior
Holder of this Warrant Certificate.
4. Rights and Obligations of Holders of this Warrant Certificate. The
--------------------------------------------------------------
Holder of this Warrant Certificate shall not, by virtue hereof, be entitled to
any rights of a shareholder in the Company, either at law or in equity;
provided, however, that upon exercise of some or all of the Warrants, such
-------- -------
Holder shall, for all purposes, be deemed to have become the Holder of record of
such Common Stock on the date on which this Warrant Certificate, together with a
duly executed Election to Purchase, was surrendered and payment of the aggregate
Exercise Price was made, irrespective of the date of delivery of such share
certificate.
5. Adjustments.
-----------
(a) Stock Dividends, Reclassifications, Recapitalizations,
--------------------------------------------------------
etc. In the event the Company: (i) pays a dividend in Common Stock or makes a
---
distribution in Common Stock, (ii) subdivides its outstanding Common Stock into
a greater number of shares, (iii) combines its outstanding Common Stock into a
smaller number of shares, or (iv) increases or decreases the number of shares of
Common Stock outstanding by reclassification of its Common Stock (including a
recapitalization in connection with a consolidation or merger in which the
4
<PAGE>
Page 47 of 75 Pages
Company is the continuing corporation), then (A) the Exercise Price on the
record date of such dividend or distribution or the effective date of such
action shall be adjusted by multiplying such Exercise Price by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately before such event and the denominator of which is the number of
shares of Common Stock outstanding immediately after such event, and (B) the
number of shares of Common Stock for which this Warrant Certificate may be
exercised immediately before such event shall be adjusted by multiplying such
number by a fraction, the numerator of which is the Exercise Price immediately
before such event and the denominator of which is the Exercise Price immediately
after such event.
(b) Adjustments for Dividends in Stock or Other Securities or
Property. If while this Warrant, or any portion hereof, remains outstanding and
unexpired the holders of the securities as to which purchase rights under this
Warrant exist at the time shall have received, or, on or after the record date
fixed for the determination of eligible stockholders, shall have become entitled
to receive, without payment therefor, other or additional stock or other
securities or property (other than cash) of the Company by way of dividend, then
and in each case, this Warrant shall represent the right to acquire, in addition
to the number of shares of the security receivable upon exercise of this
Warrant, and without payment of any additional consideration therefor, the
amount of such other or additional stock or other securities or property (other
than cash) of the Company that such holder would hold on the date of such
exercise had it been the holder of record of the securities receivable upon
exercise of this Warrant on the date hereof and had thereafter, during the
period from the date hereof to and including the date of such exercise, retained
such shares and/or all other additional stock available to it as aforesaid
during such period, giving effect to all adjustments called for during such
period by the provisions of this Section 5.
(c) Merger, Sale of Assets, etc. If at any time while this
-----------------------------
Warrant, or any portion hereof, is outstanding and unexpired there shall be (i)
a reorganization (other than a combination, reclassification, exchange or
subdivision of shares otherwise provided for herein), (ii) a merger or
consolidation of the Company with or into another corporation in which the
Company is not the surviving entity, or a reverse triangular merger in which the
Company is the surviving entity but the shares of the Company's capital stock
outstanding immediately prior to the merger are converted by virtue of the
merger into other property, whether in the form of securities, cash, or
otherwise, or (iii) a sale or transfer of the Company's properties and assets
as, or substantially as, an entirety to any other person, then, as a part of
such reorganization, merger, consolidation, sale or transfer, lawful provision
shall be made so that the Holder of this Warrant shall thereafter be entitled to
receive upon exercise of this Warrant, during the period specified herein and
upon payment of the Exercise Price then in effect, the number of shares of stock
or other securities or property of the successor corporation resulting from such
reorganization, merger, consolidation, sale or transfer that a holder of the
shares deliverable upon exercise of this Warrant would have been entitled to
receive in such reorganization, consolidation, merger, sale or transfer if this
Warrant had been exercised immediately before such reorganization, merger,
consolidation, sale or transfer, all subject to further adjustment as provided
in this Section 5. The foregoing provisions of this Section 5(c) shall similarly
apply to successive reorganizations, consolidations, mergers, sales and
transfers and to the stock or securities of any other corporation that are at
the time receivable upon the exercise of this Warrant. If the per share
consideration payable to the Holder hereof for shares in connection with any
such transaction is in a form other than cash or marketable securities, then the
value of such consideration shall be determined in good faith by the Company's
5
<PAGE>
Page 48 of 75 Pages
Board of Directors. In all events, appropriate adjustment (as determined in good
faith by the Company's Board of Directors) shall be made in the application of
the provisions of this Warrant with respect to the rights and interests of the
Holder after the transaction, to the end that the provisions of this Warrant
shall be applicable after that event, as near as reasonably may be, in relation
to any shares or other property deliverable after that event upon exercise of
this Warrant.
(d) Adjustments for Certain Further Issuances of Stock. If
-----------------------------------------------------
while this Warrant, or any portion hereof, remains outstanding and unexpired the
Company shall issue any shares of Common Stock or any securities convertible,
exchangeable or exercisable for shares of Common Stock (other than shares of
Common Stock or securities exercisable for shares of Common Stock issuable upon
exercise of this Warrant or the Key Employee Warrants, or pursuant to the
Incentive Plan), then the Exercise Price applicable to any subsequent exercise
of this Warrant shall be adjusted by multiplying the Exercise Price then in
effect by a fraction, the numerator of which is the number of shares of Common
Stock and other securities convertible, exchangeable or exercisable for shares
of Common Stock outstanding immediately before such issuance and the denominator
of which is the number of shares of Common Stock and other securities
convertible, exchangeable or exercisable for shares of Common Stock outstanding
immediately after such issuance, giving effect to all adjustments called for
during such period by the provisions of this Section 5.
(e) No Impairment. The Company will not, by any voluntary
--------------
action, avoid or seek to avoid the observance or performance of any of the terms
to be observed or performed hereunder by the Company, but will at all times in
good faith assist in the carrying out of all the provisions of this Section 5
and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the Holder of this Warrant against impairment.
(f) Notice of Adjustment. Whenever the Exercise Price or the
---------------------
number of shares of Common Stock and other property, if any, issuable upon
exercise of the Warrant Certificates is adjusted, as herein provided, the
Company shall deliver to the Holders of the Warrant Certificates in accordance
with Section 10 a certificate of the Company's Chief Financial Officer setting
forth, in reasonable detail, the event requiring the adjustment and the method
by which such adjustment was calculated and specifying the Exercise Price and
number of shares of Common Stock issuable upon exercise of Warrant Certificates
after giving effect to such adjustment.
(g) Current Market Value. "Current Market Value" per share of
-------------------- --------------------
Common Stock or any other security at any date means (i) if the security is
registered under the Exchange Act, the average of the daily closing bid prices
(or the equivalent in an over-the-counter market) for each day on which the
Common Stock is traded for any period on the principal securities exchange or
other securities market on which the Common Stock is being traded (each, a
"Trading Day") during the period commencing eleven Trading Days before such date
-----------
and ending on the date one day prior to such date; provided, however that if the
-------- -------
closing bid price is not determinable for at least five Trading Days in such
period, the "Current Market Value" of the security shall be determined as if the
security were not registered under the Exchange Act, or (ii) if the security is
6
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not registered under the Exchange Act, (A) the value of the security, determined
in good faith by the Board of Directors of the Company and certified in a board
resolution, based on the most recently completed arm's-length transaction
between the Company and a person other than an affiliate of the Company and the
closing of which occurs on such date or shall have occurred within the six-month
period preceding such date, or (B) if no such transaction shall have occurred
within the six-month period, the value of the security as determined by an
independent financial expert mutually agreed upon by the Company and the Holder
and, in the event the Company and the Holder fail to so mutually agree within 30
days after the date of the requirement to determine the Current Market Value
hereunder, the parties shall submit the selection of the independent financial
expert to the American Arbitration Association for arbitration in New Jersey.
6. Notices of Certain Events. In case: (i) the Company shall take
-------------------------
a record of the holders of its Common Stock (or other stock or securities at the
time receivable upon the exercise of this Warrant) for the purpose of entitling
them to receive any dividend or other distribution, or any right to subscribe
for or purchase any shares of stock of any class or any other securities, or to
receive any other right, or (ii) of any capital reorganization of the Company,
any reclassification of the capital stock of the Company, any consolidation or
merger of the Company with or into another corporation, or any conveyance of all
or substantially all of the assets of the Company to another corporation, or
(iii) of any voluntary dissolution, liquidation or winding-up of the Company,
then, and in each such case, the Company will mail or cause to be delivered or
given in the manner provided herein to the Holder of this Warrant a notice
specifying, as the case may be, (A) the date of which a record is to be taken
for the purpose of such dividend, distribution or right, or (B) the date on
which such reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up is to take place, and the time, if any is
to be fixed, as of which the holders of record of Common Stock (or such stock or
securities at the time receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be delivered or given
at least 15 days prior to the date therein specified.
7. Issuance of Certificates. Within two business days of receipt
------------------------
of a duly completed Election to Purchase, together with this Warrant Certificate
and payment of the Exercise Price, the Company, at its expense, will cause to be
issued in the name of and delivered to the Holder of this Warrant, a certificate
or certificates for the number of fully paid and non-assessable shares of Common
Stock to which the Holder shall be entitled on such exercise. In lieu of
issuance of a fractional share upon any exercise hereunder, the Company will pay
the cash value of that fractional share, calculated on the basis of the Exercise
Price. In the event the shares of Common Stock underlying this Warrant
Certificate are not registered under the Securities Act for resale under a then
effective registration statement, all such certificates shall bear a restrictive
legend to the effect that the Shares represented by such certificate have not
been registered under the Securities Act, and that the Shares may not be sold or
transferred in the absence of such registration or an exemption therefrom, such
legend to be substantially in the form of the bold-face language appearing at
the top of Page 1 of this Warrant Certificate. Where applicable, the Company
shall remove such legends so as to facilitate the transfer of such securities
pursuant to an effective registration statement or, if and to the extent
applicable, pursuant to Rule 144 under the Securities Act, provided (in the case
of Rule 144 transfers) that the Holder has provided such documentation as the
Company and its transfer agent shall reasonably require in connection therewith.
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Page 50 of 75 Pages
In the event that unlegended certificates have been delivered to the Holder, and
a previously effective registration statement with respect to the underlying
securities is no longer effective and the underlying securities are not
otherwise freely transferable, the Holder shall return such certificates to the
Company in exchange for legended certificates of like tenor within 10 days
following the written request therefor by the Company.
8. Reservation of Stock. The Company covenants that during the
--------------------
term this Warrant is exercisable, the Company will reserve from its authorized
and unissued Common Stock a sufficient number of shares to provide for the
issuance of Common Stock upon the exercise of this Warrant and, from time to
time, will take all steps necessary to amend its Certificate of Incorporation to
provide sufficient reserves of shares of Common Stock issuable upon exercise of
this Warrant. The Company further covenants that all shares that may be issued
upon the exercise of the rights represented by this Warrant will, upon exercise
of the rights represented by this Warrant and payment of the Exercise Price, all
as set forth herein, be free from all taxes, liens and charges in respect of the
issue thereof (other than taxes in respect of any transfer occurring
contemporaneously or otherwise specified herein). The Company agrees that its
issuance of this Warrant shall constitute full authority to its officers who are
charged with the duty of executing stock certificates to execute and issue the
necessary certificates for shares of Common Stock upon any exercise of this
Warrant.
9. Disposition of Warrants or Shares. The Holder of this Warrant
---------------------------------
Certificate, and each holder and transferee of any Shares, by his or its
acceptance thereof, agrees that no public distribution of Warrants or Shares
will be made in violation of the provisions of the Securities Act. Any
transferee shall acquire the Warrants subject to all of the relevant terms and
conditions contained in this Warrant Certificate.
10. Notices.
-------
(a) All demands, notices, and communications ("notices")
provided for in this Warrant Certificate will be in writing and will be either
personally delivered, mailed by registered or certified mail (return receipt
requested) or sent by reputable overnight courier service (delivery charges
prepaid) to any party at the address specified below, or at such address, to the
attention of such other Person, and with such other copy, as the recipient party
has specified by prior written notice to the sending party pursuant to the
provisions of this Section 10.
If to the Holder:
----------------
Lazar & Company, LLC
One Penn Plaza, 36th Floor
New York, New York 10119
Attention: President
8
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Page 51 of 75 Pages
with a copy, which will not constitute notice to the Holder,
-------------------------------------------------------------
to:
--
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
Attention: Steven H. Scheinman
Facsimile Number: (212) 872-1002
If to the Company:
-----------------
Continental Choice Care, Inc.
44 Aspen Drive
Livingston, New Jersey 07039
Attention: President
with a copy, which will not constitute notice to the Company,
-------------------------------------------------------------
to:
--
Pitney, Hardin, Kipp & Szuch LLP
200 Campus Drive
P.O. Box 1945
Morristown, New Jersey 07962-1945
Attention: Joseph Lunin
Facsimile Number: (973) 966-1550
(b) Any such notice will be deemed to have been given when
delivered personally, on the third business day after deposit postage pre-paid
in the U.S. mail, or on the business day after deposit with a reputable
overnight courier service delivery charges pre-paid, as the case may be.
11. Governing Law. This Warrant Certificate will be governed
--------------
by and construed in accordance with the domestic laws of the State of New
Jersey, without giving effect to any choice of law or conflict rule of any
jurisdiction that would cause the laws of any other jurisdiction to be applied.
In furtherance of the foregoing, the internal law of the State of New Jersey
will control the interpretation and construction of this Warrant Certificate,
even if under any choice of law or conflict of law analysis, the substantive law
of some other jurisdiction would ordinarily apply.
12. Jurisdiction. Each of the parties hereby (a) irrevocably
------------
submits to the exclusive jurisdiction of the state courts of, and the federal
courts located in, the State of New Jersey in any action or proceeding arising
out of or relating to, this Warrant Certificate, (b) waives, and agrees to
assert, by way of motion, as a defense, or otherwise, in any such suit, action
or proceeding, any claim that it is not subject personally to the jurisdiction
of the above-named courts, that its property is exempt or immune from attachment
or execution under the law of another jurisdiction, that the suit, action or
proceeding is brought in an inconvenient forum, that the venue of the suit,
action or proceeding is improper or that this Warrant Certificate or the subject
matter hereof may not be enforced in or by such court, and agrees not to seek,
any review by any court of any other jurisdiction which may be called upon to
grant an enforcement of the judgment of any such court.
9
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13. Successors and Assigns. This Warrant Certificate shall be
------------------------
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and Permitted Assigns.
14. Severability. If any provision of this Warrant Certificate
------------
is held to be unenforceable under applicable law, such provision shall be
excluded from this Warrant Certificate, and the balance hereof shall be
interpreted as if such provision were so excluded.
15. Modification and Waiver. This Warrant Certificate and any
-------------------------
provision hereof may be amended, waived, discharged or terminated only by an
instrument in writing signed by the Company and the Holder.
16. Specific Enforcement. The Company and the Holder acknowledge
--------------------
and agree that irreparable damage would occur in the event that any of the
provisions of this Warrant Certificate were not performed in accordance with
their specific terms or were otherwise breached. It is accordingly agreed that
the parties shall be entitled to an injunction or injunctions to prevent or cure
breaches of the provisions of this Warrant Certificate and to enforce
specifically the terms and provisions hereof, this being in addition to any
other remedy to which either of them may be entitled by law or equity.
17. Assignment. This Warrant Certificate may not be transferred
----------
or assigned, in whole or in part, at any time, except to (i) an individual who,
on June 7, 2000 was a direct or indirect equity holder of the Holder, (ii)
Shlomo Lazar, a member of his immediate family or a trust for the benefit of
same, or any entity controlled by any of the foregoing, or (iii) to any
third-party with the prior written consent of the Company, which consent shall
not be unreasonably withheld; so long as such individual or entity acquires the
Warrant subject to this provision ("Permitted Assign"). Assignment to a
Permitted Assign can be effected by the Holder's submission of this Warrant to
the Company together with a duly executed Assignment in substantially the form
and substance of the Form of Assignment which accompanies this Warrant
Certificate and, upon the Company's receipt hereof, and in any event, within
three business days thereafter, the Company shall issue a Warrant Certificate to
the Holder to evidence that portion of this Warrant Certificate, if any as shall
not have been so transferred or assigned.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed, manually or by facsimile, by one of its officers thereunto
duly authorized.
CONTINENTAL CHOICE CARE, INC.
Date: August 21, 2000 By:
--------------- -------------------------
Name:
Title:
10
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Page 53 of 75 Pages
ELECTION TO PURCHASE
--------------------
To Be Executed by the Holder in Order to Exercise the
Common Stock Purchase Warrant Certificate
The undersigned Holder hereby elects to exercise _______ of the
Warrants represented by the attached Common Stock Purchase Warrant Certificate,
and to purchase the shares of Common Stock issuable upon the exercise of such
Warrants, and requests that certificates for securities be issued in the name
of:
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(Please type or print name and address)
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(Social Security or Tax Identification Number)
and delivered to:
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(Please type or print name and address if different from above)
If such number of Warrants being exercised hereby shall not be all the Warrants
evidenced by the attached Common Stock Purchase Warrant Certificate, a new
Common Stock Purchase Warrant Certificate for the balance of such Warrants shall
be registered in the name of, and delivered to, the Holder at the address set
forth below.
[In full payment of the purchase price with respect to the Warrants
exercised and transfer taxes, if any, the undersigned hereby tenders payment of
$______________ by check, money order or wire transfer payable in United States
currency to the order of CONTINENTAL CHOICE CARE, INC.] or [The undersigned
elects cashless exercise in accordance with Section 1(e) of the Common Stock
Purchase Warrant Certificate.]
HOLDER:
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Dated: By:
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Name:
Title: ------------------------
Address: ------------------------
<PAGE>
Page 54 of 75 Pages
FORM OF ASSIGNMENT
(To be signed only on transfer of Warrant)
For value received, the undersigned hereby sells, assigns, and transfers unto
_______________ the right represented by the within Warrant to purchase
____________ shares of Common Stock of CONTINENTAL CHOICE CARE, INC., a New
Jersey corporation, to which the within Warrant relates, and appoints
_____________ Attorney to transfer such right on the books of CONTINENTAL CHOICE
CARE, INC., a New Jersey corporation, with full power of substitution of
premises.
Dated: By:
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Name:
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Title:
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(signature must conform to
name of holder as specified on
the fact of the Warrant)
Address:
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Signed in the presence of:
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